Contract analysis

Section 1: Definitions For purposes of this Exhibit B, the following terms shall have the meanings set forth below: "Availability" or "Uptime" means the percentage of time during a calendar month that a Managed Node is operational and accessible to Customer and its authorized end users for the transmission and receipt of network traffic in accordance with the service specifications set forth in Exhibit A (Statement o

Section 2: Service Level Commitment 2.1 Network Availability Standard. Service Provider commits to maintain a monthly Uptime of not less than ninety-nine and ninety-five hundredths percent (99.95%) for each Managed Node during each Measurement Period throughout the Term. This availability commitment reflects Service Provider's obligation to ensure that each Managed Node is operational and accessible to Customer and i

Section 3: Uptime Calculation Methodology 3.1 Formula. Monthly Uptime Percentage for each Managed Node shall be calculated using the following formula: Monthly Uptime Percentage = ((Total Minutes in Month – Downtime Minutes) ÷ Total Minutes in Month) × 100 Where "Total Minutes in Month" equals the total number of minutes in the applicable calendar month (e.g., 43,200 minutes for a 30-day month or 44,640 minutes for a

Section 4: Service Credits 4.1 Tiered Service Credit Structure. If Service Provider fails to meet the 99.95% monthly Uptime commitment for any Managed Node in a Measurement Period, Customer shall be entitled to Service Credits in accordance with the following tiered structure: For the avoidance of doubt, only one tier applies to a given Managed Node in a given Measurement Period, based on the actual monthly Uptime pe

Section 5: Annual Service Credit Cap 5.1 Maximum Annual Service Credits. Aggregate Service Credits in any twelve (12)-month period (measured on a rolling basis from the Effective Date anniversary) shall not exceed thirty percent (30%) of the annual managed network services fees payable by Customer under the Agreement. 5.2 Dollar Amount. As of the Effective Date, the annual Service Credit cap equals Three Million One

Section 6: Scheduled Maintenance and Excused Downtime 6.1 Scheduled Maintenance Windows. Service Provider may perform scheduled maintenance on the Managed Nodes, the ArcMesh Platform, and associated network infrastructure during pre-approved maintenance windows. Service Provider shall provide Customer's designated SLA contact (currently Katrina Bosch, VP of Network Operations) with at least five (5) business days' pr

Section 7: Material Breach — Chronic SLA Failure 7.1 Material Breach Trigger. If the monthly Uptime for any Managed Node falls below ninety-nine and fifty hundredths percent (99.50%) for three (3) consecutive Measurement Periods, such failure shall constitute a material breach of the Agreement by Service Provider. The parties acknowledge that chronic underperformance at the level described in this Section 7.1 represe

Section 8: Reporting Requirements 8.1 Monthly SLA Reports. Service Provider shall prepare and deliver to Customer a comprehensive monthly SLA performance report within ten (10) business days following the end of each Measurement Period. Reports shall be delivered electronically via the ArcMesh Platform reporting portal and, upon Customer's request, in PDF format to Customer's designated SLA contact. 8.2 Report Conten

Section 9: Exclusions from SLA 9.1 Excused Downtime Events. The following events and circumstances shall be excluded from the calculation of Downtime for purposes of determining the monthly Uptime Percentage and shall not give rise to Service Credits under this Exhibit B: (a) Scheduled Maintenance. Downtime attributable to Scheduled Maintenance performed in accordance with the notice, scheduling, and duration require

Section 10: Incident Response and Escalation Procedures 10.1 Severity Classification. All incidents affecting the managed network services shall be classified by Service Provider's NOC in accordance with the following severity levels: Severity 1 (Critical): Complete loss of connectivity at a hub node, or loss of connectivity affecting more than ten (10) Managed Nodes simultaneously, or any incident rendering a materi

Section 11: Cybersecurity Incident SLA 11.1 Integration with Data Security Requirements. Service Provider's cybersecurity monitoring, threat detection, vulnerability management, and incident response obligations under Exhibit E (Data Security and Privacy Requirements) to the Agreement are subject to the response time targets set forth in this Section 11. In the event of any conflict between the response time requirem

Section 12: Service Level Governance 12.1 Designated Representatives. The following individuals are the designated SLA contacts for each party: Customer's Designated SLA Contact: Katrina Bosch, Vice President of Network Operations Northgate Americas, Inc. 1700 Market Street, Suite 2400 Philadelphia, PA 19103 Email: k.bosch@northgateamericas.com Telephone: (215) 555-0147 Service Provider's Designated SLA Contact: Dedi

Section 13: Remedies and Relationship to Agreement 13.1 Service Credits as Sole Financial Remedy for SLA Shortfalls. The Service Credits set forth in Section 4 of this Exhibit B constitute Customer's sole and exclusive financial remedy for Service Provider's failure to meet the SLA targets set forth in Section 2, subject to the annual cap on Service Credits set forth in Section 5. The parties acknowledge that Service

Section 14: Term and Amendments 14.1 Term. This Exhibit B shall be effective as of June 9, 2023 and shall remain in full force and effect for the duration of the Agreement, including the initial five (5)-year term commencing on June 9, 2023 and ending on June 8, 2028, and any renewal terms thereafter. The Agreement provides for two (2) automatic two (2)-year renewal terms (each a "Renewal Term"), unless either party

Section 15: General Provisions 15.1 Conflicts. In the event of any conflict or inconsistency between the terms of this Exhibit B and the body of the Agreement, the terms of the Agreement shall control and prevail, unless this Exhibit B expressly states that a particular provision of this Exhibit B is intended to supersede or take precedence over a conflicting provision of the Agreement. 15.2 Interpretation. Reference